Prospectus

BEFORE DOWNLOADING, PRINTING OR VIEWING THE PROSPECTUS, YOU MUST CAREFULLY READ THE TERMS SET OUT IN THIS NOTICE.

The Prospectus is an important document that should be read in its entirety. If you have any doubts as to how to deal with it, you should consult your legal, financial or other professional adviser. By accessing the Prospectus (by clicking on the link below) you acknowledge that you have read and accept the terms set out in this notice.

Titanium Sands Limited (“Company“) lodged the Prospectus on 29 March 2018, a Supplementary Prospectus on 21 June 2018 and a Second Supplementary Prospectus on 19 September 2018 (together “the Prospectus”) with the Australian Securities and Investment Commission (“ASIC“):

Offering 300,000,000 Shares at an issue price of $0.02 each to raise $6,000,000 before costs under the Public Offer;

Offering up to 80,595,239 Shares to the Seller (and/or its nominees) under the Seller Offer in accordance with the Option Agreement; and

Offering approximately 5,034,057 Shares to the Creditors under the Creditor Offer, being the amount owing the loans advanced by the Creditors, as adjusted by the interest amount accrued from time to time, to be repaid with Shares with a deemed value of $0.02 per Share at completion of the Proposed Acquisition.

(Together, the Offers).

Neither ASIC nor ASX, nor any of their officers, take any responsibility for the contents of the Prospectus.

If you are accessing an electronic copy of the Prospectus, please ensure that you have received the entire Prospectus accompanied by the relevant Application Form. If you have not, please contact the Company and the Company will send you, for free, either a hard copy or a further electronic copy of the Prospectus or both.

The Offers constituted by an electronic version of the Prospectus is only available to persons receiving an electronic version of the Prospectus within Australia. The Prospectus does not constitute an offer in any place in which, or to any person to whom, it would not be lawful to make such an offer. The Corporations Act prohibits any person from passing on to another person the Application Form unless it is attached to or accompanied by a complete and unaltered version of the Prospectus. The Company will not accept a completed Application Form if it has reason to believe that the Applicant has not received a complete and unaltered copy of the Prospectus. Any person may obtain a hard copy of the Prospectus by contacting the Company prior to the Closing Date.

No person is authorised to give any information or to make any representation in relation to the Offers which is not contained in the Prospectus and any such information may not be relied upon as having been authorised by the Company.